REG - Mast Energy Dvlpmts. - Update, Loan Capitalisation & Equity Issue

Mast Energy DevelopmentsAnnouncement

07/05/2024 07:15

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RNS Number : 3484N  Mast Energy Developments PLC  07 May 2024

Mast Energy Developments PLC

(Incorporated in England and Wales)

(Registration Number: 12886458)

LEI :213800HFVHGJ9YGO9F71

Share code on the LSE: MAST

ISIN: GB00BMBSCV12

('MED' or 'the Company')

 

Dated: 7 May 2024

 

Mast Energy Developments PLC ('MED' or 'the Company')

 

Business Update, Capitalisation of Loan, Issue of Equity & Financing

 

Mast Energy Developments PLC, the UK-based multi-asset owner, developer and
operator in the rapidly growing flexible power market, is pleased to announce
a further business operational update, capitalisation of an outstanding loan,
issue of equity, and a financing transaction. The details of the foregoing are
set out below.

 

Business Operational Update

 

Further to the Company's previous announcement dated 26 April 2024, MED has
now officially launched the 2(nd) Phase of the work programme at its Pyebridge
asset. Pyebridge Power Ltd ("Pyebridge") has signed an Engineering Works
contract with the Pyebridge site's O&M contractor, Cooper Östlund
regarding the full long-block overhaul of one genset, and certain essential
improvements to the site. The expected timeline to completion of the work and
commercial operations date of the refurbished genset is around 8 weeks.

 

During the time that the work on the one genset will be performed, it is
expected that the site's other two gensets will remain operational and will
continue to generate revenue via its PPA with Statkraft. Pyebridge will also
keep receiving its current Capacity Market contract income from the
government.

 

Once the work on the first genset has been completed, Pyebridge should have 3
gensets operating and generating at optimum capacity. The plan is to overhaul
the other two gensets in due course, in order to maximise full reliability,
efficiency and revenue generating ability in the most cost-efficient manner.

 

The total costs for the above referred works on the one genset overhaul will
be funded under the new Funding Agreement with RiverFort, as previously
announced on 28 February 2024, with Pyebridge as the borrower. As such, the
board of MED has agreed with RiverFort a 2(nd) Advance against the Funding
Agreement amounting to a gross total of £1,177,107. The gross draw includes a
VAT funding element, and once the associated VAT has been reclaimed, and an
expected refund for the replaced long-block been received, it will be paid
back to RiverFort (anticipated to be in June), resulting in a net 2(nd)
Advance of c. £836,670. The proceeds from the 2(nd) Advance will solely be
used for the above-mentioned works at Pyebridge on the genset engine overhaul.
The 2(nd) Advance accelerates the overhaul of the first engine, and once the
work is completed will result in additional revenue being generated sooner
than expected.

Capitalisation of Loan and Issue of Equity

 

Further to the Company's RNS dated 18 May 2023, the Company confirms that it
has entered into a partial settlement deed with the Institutional Lender,
being RiverFort Global Opportunities, in relation to the Reprofiled Balance
due under the Reprofiling Agreement. Under the terms of the settlement deed
Mr. Pieter Krügel, a director of the Company will purchase from the
Institutional Lender £325,000 (the "Capitalised Balance") of the Reprofiled
Balance due under the Reprofiling Agreement, in consideration, the
Institutional Lender of the Reprofiling Agreement will be paid £325,000 in
cash (the "Acquisition").

 

In accordance with the terms of the Reprofiling Agreement, the Capitalised
Balance will be converted into 162,500,000 new MED ordinary shares of 0.1p
(the "Subscription Shares") at a conversion price of 0.20p per share by Mr.
Pieter Krügel, a director of the Company (the "Conversion"). The Capitalised
Balance has been transferred and assigned to Mr. Krügel. Following the
Acquisition and Conversion, the remaining outstanding balance due under the
Reprofiling Agreement will be £477,005.

 

Following admission of the Subscription Shares, Mr. Krügel has agreed to sell
the Subscription Shares to new investors arranged by the Company's broker,
Novum Securities Limited ("Novum") at the same price per share as the
Conversion, being 0.20p (the "Placing"), for a gross consideration of
£325,000.

 

As part of the Placing agreement with Novum, the Company will grant to Novum
or associates broker warrants valid for three years from the issue date which
shall give Novum the right to subscribe for one ordinary share for each
warrant issued. The number of warrants to be issued is calculated as warrants
equivalent to 6% of the gross aggregate value of the Placing consideration at
the Placing price.

 

As part of the Conversion and Placing, MED's major shareholder, Kibo Energy
PLC has agreed to a hard lock-in of its existing MED shares for a period of 3
months from today's date (with no sale of shares allowed unless approved by
the MED Board in the usual exceptional circumstances). Following issue of
the Financing Shares, Kibo Energy PLC will hold 83,211,746 Ordinary Shares
representing 19.52% of the Company's enlarged issued share capital.

 

Completion of the Conversion is conditional on, inter alia :- the Subscription
Shares being admitted to trading on the standard segment of the Main Market on
the London Stock Exchange on or around 29 May 2024 ("Admission").

 

Applications have been made to the FCA and the London Stock Exchange for
admission in respect of the Subscription Shares. It is expected that Admission
will become effective, and that dealings in the Subscription Shares are
expected to commence, at 8.00 a.m. on or around 29 May 2024.

 

The rights attaching to the Subscription Shares will be uniform in all
respects and all of the new Subscription Shares will rank pari passu and form
a single class for all purposes with the existing issued shares of £0.001 par
value in the Company.

 

 

Financing

 

The Company has entered into a new unsecured, non-convertible fixed term loan
with RiverFort Global Opportunities ("RiverFort"), amounting to £325,000 (the
"Term Loan"). The loan is subject to a fixed coupon of 10% and is repayable in
cash after 12 months. The proceeds of the Term Loan will be used to further
develop MED's existing development sites and for working capital purposes.

 

 

Pieter Krügel, MED CEO, commented: "We are pleased to have officially
initiated the 2(nd) Phase work programme. It will see Pyebridge generating at
optimum capacity as soon as the work has been completed, boosting revenues and
profitability. We have worked closely with the Pyebridge site's O&M
contractor to source a replacement engine for the first overhaul, which was
secured and ready to ship much sooner than expected, and along with the
associated 2(nd) Advance funding, resulting in an accelerated timeline to get
the overhauled genset into production and generating additional revenue
sooner. We are appreciative of the ongoing support from RiverFort, and their
preparedness to fund the turnkey at Pyebridge, which is testament of their
belief in MED's business model. We are looking forward to completing the work
on the first genset. We will update the market with progress in due course.

 

"Further, we are delighted to have completed the capitalisation of the
existing loan and the associated capital placing via Novum. The cash proceeds
due to MED under the Term Loan will bolster our runway and ability to progress
the Company's strategy."

 

 

Total Voting Rights

 

Following Admission, the Company has 426,354,067 ordinary shares of £0.001
par value in issue, each with one vote per share (and none of which are held
in treasury). The total number of voting rights in the Company is therefore
426,354,067. This figure  may be used by shareholders in the Company as the
denominator for calculations to determine if they have a notifiable interest
in the share capital of the Company under the Disclosure Guidance and
Transparency Rules, or if such interest has
changed. For further information, please visit www.med.energy
(http://www.med.energy) .

 

As Mr. Krügel is a Person Discharging Managerial Responsibility ('PDMR')
under the Company's Share Dealing Policy Code, he has obtained consent from
the Company for the sale of the Subscription Shares, which was completed on 7
May 2024. Mr Krügel has also notified the Financial Conduct Authority
('FCA') in the prescribed manner by submitting the details shown on the
Dealing Notification Form below.

 

As a result of the Conversion and prior to the Placing Mr Krügel's aggregate
interest in the capital of the Company will momentarily (pending completion of
the Placing) exceed the 30% of the entire share capital of the Company. In
compliance with the Takeover Code, the Panel on Takeovers and Mergers have
waived the requirement for a Rule 9 bid arising as a result of the issue and
allotment of the Subscription Shares to Mr Krügel.

 

Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them.

DEALING NOTIFICATION FORM

FOR USE BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY AND THEIR

CLOSELY ASSOCIATED PERSONS

 

          Details of the person discharging managerial responsibilities/person closely

        associated
   1.
 a)       Name:

                                                    Pieter Krugel
    2.    Reason for the notification
 a)       Position/status:                          Director
 b)       Initial notification/Amendment:           Initial
   3.     Details of the issuer, emission allowance market participant, auction
          platform, auctioneer or auction monitor
 a)       Name:                                     Mast Energy Developments PLC
 b)       LEI:                                      213800HFVHGJ9YGO9F71
    4.    Details of the transaction(s): section to be repeated for (i) each type of
          instrument; (ii) each type of transaction; (iii) each date; and (iv) each
          place where transactions have been conducted
 a)       Description of the financial instrument,  Ordinary Shares of £0.001 each

           type of instrument:                      GB00BMBSCV12 / MAST

          Identification code
 b)       Nature of the transaction:                Capitalisation of £325,000 in to 162,500,000 new ordinary shares and disposal
                                                    thereof.
 c)       Price(s) and volume(s):                   Price(s)  Volume(s)
                                                    £0.002     162,500,000

 

 

 

 d)       Aggregated information:                   N/A

          ·      Aggregated volume:

          ·      Price:
 e)       Date of the transaction:                  7 May 2024
 f)       Place of the transaction:                 Outside Trading Venue

 

 

 

 

 

d)

Aggregated information:

·      Aggregated volume:

·      Price:

N/A

e)

Date of the transaction:

7 May 2024

f)

Place of the transaction:

Outside Trading Venue

ENDS

 

This announcement contains inside information for the purposes of the UK
version of the Market Abuse Regulation (EU No. 596/2014) as it forms part of
United Kingdom domestic law by virtue of the European Union (Withdrawal) Act
2018 ('UK MAR'). Upon the publication of this announcement, this inside
information is now considered to be in the public domain.

 

For further information please visit www.med.energy (http://www.med.energy/)
or contact:

 Pieter Krügel   Info@med.energy (mailto:Info@med.energy)  Mast Energy        CEO

                                                           Developments PLC
 Jon Belliss     +44 (0)20 7399 9425                       Novum Securities   Corporate Broker

 

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